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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
/X/Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
or
/ /Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
January 29, 1994 1-4908
The TJX Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-2207613
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
770 Cochituate Road
Framingham, Massachusetts 01701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 390-1000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, par value $1.00 New York Stock Exchange
Series C Cumulative Convertible Preferred
Stock, par value $1.00 New York Stock Exchange
9-1/2% Sinking Fund Debentures due
May 1, 2016 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X. NO.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant on March 15, 1994 was $1,956,256,898.
There were 73,449,736 shares of the Registrant's Common Stock, $1 par
value, outstanding as of March 15, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended
January 29, 1994 (certain parts as indicated herein) (Parts I and II).
Portions of the Proxy Statement for the Annual Meeting of Stockholders
to be held on June 7, 1994 (Part III).
ITEM 1. Business
The Company is the largest off-price specialty apparel retailer in North
America, comprised of the T.J. Maxx and Winners family apparel chains, the
Hit or Miss chain of women's specialty stores and Chadwick's of Boston mail-
order catalog. T.J. Maxx, Hit or Miss and Chadwick's of Boston operate in
the United States and Winners operates in Canada. The Company is also
developing HomeGoods which operates home fashions stores in the United States
and T.K. Maxx, a new venture in the United Kingdom, which will be a T.J.
Maxx-like business.
The Company strives to provide value to its customers by delivering
brand names, fashion, quality and price. During the fiscal year ended
January 29, 1994 ("fiscal 1994"), the Company's stores derived 30.9% of its
sales from the Northeast, 24.3% from the Midwest, 28.0% from the South, 1.6%
from the Central States, 12.5% from the West and 2.7% from Canada.
The greatest share of sales volume is done through the Company's T.J.
Maxx chain, which operates 512 stores in 47 states, with an average store
size of 27,000 gross square feet. T.J. Maxx sells a broad range of brand
name family apparel, accessories, women's shoes, domestics, giftware and
jewelry at prices generally 20% to 60% below department and specialty store
regular prices. Hit or Miss, with 493 stores averaging 4,000 square feet in
34 states, is a chain of off-price women's specialty apparel stores featuring
women's brand name and private label fashions including both wear-to-work and
weekend wear. Chadwick's of Boston sells, through a mail-order catalog,
women's career and casual fashion apparel priced significantly below
department store regular prices. Winners Apparel Ltd., which was acquired by
the Company in fiscal 1991, is a Canadian off-price family apparel retailer,
which operates 27 stores in Canada. HomeGoods, a new business the Company
began testing in fiscal 1993, sells domestics, giftware and other home
fashions and operates a total of 10 stores. T.K. Maxx anticipates opening
its first two stores in the United Kingdom in the spring of 1994. Unless
otherwise indicated, all figures herein relating to numbers of stores are as
of January 29, 1994.
In common with the business of apparel retailers generally, the
Company's business is subject to seasonal influences, with higher levels of
sales and income generally realized in the second half of the year.
Set forth in the following table are the locations of stores operated by
the Company's United States operations as of January 29, 1994:
T.J. Maxx Hit or Miss
Alabama................................ 9 3
Arizona................................ 7 1
Arkansas............................... 2 -
California............................. 44 38
Colorado............................... 8 4
Connecticut............................ 18 21
Delaware............................... 2 1
District of Columbia................... - 3
Florida................................ 38 41
Georgia................................ 15 9
Idaho.................................. 1 -
Illinois............................... 36 33
Indiana................................ 8 5
Iowa................................... 3 1
Kansas................................. 3 2
Kentucky............................... 4 3
Louisiana.............................. 5 7
Maine.................................. 4 2
Maryland............................... 9 12
Massachusetts.......................... 35 39
Michigan............................... 22 23
Minnesota.............................. 12 6
Mississippi............................ 1 -
Missouri............................... 9 10
Montana................................ 1 -
Nebraska............................... 2 -
Nevada................................. 2 -
New Hampshire.......................... 8 5
New Jersey............................. 14 48
New Mexico............................. 1 -
New York............................... 33 30
North Carolina......................... 13 11
North Dakota........................... 2 -
Ohio................................... 29 22
Oklahoma............................... 2 2
Oregon................................. 3 -
Pennsylvania........................... 26 32
Rhode Island........................... 3 10
South Carolina......................... 8 4
South Dakota........................... 1 -
Tennessee.............................. 8 10
Texas.................................. 22 28
Utah................................... 3 -
Vermont................................ 1 1
Virginia............................... 19 15
Washington............................. 7 -
West Virginia.......................... 1 -
Wisconsin.............................. 8 11
Total Stores..................... 512 493
Winners Apparel Ltd. operates 27 stores in Canada: 2 in Alberta, 1 in
Manitoba and 24 in Ontario.
HomeGoods operates a total of 10 stores: 4 in New England, 3 in the
Cincinnati, Ohio area, and 3 in the Milwaukee, Wisconsin area.
T.J. MAXX
T.J. Maxx is the largest off-price family apparel chain in the United
States, selling brand name family apparel and accessories, women's shoes,
domestics, jewelry and giftware. T.J. Maxx's target customers are women
between the ages 25 to 50, who typically have families with middle and upper-
middle incomes and generally fit the profile of a department store shopper.
Over 95% of T.J. Maxx's merchandise is first quality, and the balance
consists of irregulars, samples and department or specialty store over-
stocks. The chain uses a number of opportunistic buying strategies to
purchase large quantities of merchandise at significant discounts from
initial wholesale prices. Its strategies include special situation
purchases, closeouts of current season fashions and out-of-season purchases
of basic seasonal items for warehousing until the appropriate selling season.
Pricing and markdown decisions and store replenishment requirements are
determined centrally, using information provided by electronic point-of-sale
computer terminals. T.J. Maxx employs a disciplined markdown policy to
ensure that substantially all merchandise is sold within targeted selling
periods.
T.J. Maxx stores are generally located in suburban strip shopping
centers, in close proximity to population centers, and average approximately
27,000 gross square feet. In recent years, T.J. Maxx has enlarged a number
of stores to a larger prototype format, typically 30,000-40,000 square feet
in size, and plans to enlarge highly successful stores where adjacent real
estate is available. This larger format allows T.J. Maxx to expand all of
its departments, with particular emphasis on its highly successful giftware
and housewares departments.
In fiscal 1994, 38 stores were opened, including 20 of the new larger
prototype, and 5 were closed. In addition, 17 existing stores were expanded
to the larger format bringing the total of T.J. Maxx stores in the larger
format to 128. In fiscal 1995, approximately 45 new stores are planned, of
which approximately 25 are expected to be larger stores, along with the
planned expansion of 25-30 existing locations. During the past five years,
T.J. Maxx has opened 211 new stores and closed 7. T.J. Maxx has increased
its presence in the metropolitan New York market with the addition of stores
on Long Island and in New Jersey. In addition, in fiscal 1994 T.J. Maxx
opened a new distribution center in Charlotte, North Carolina, to help
support its store growth.
HIT OR MISS
Hit or Miss sells first quality current season women's apparel, and
targets working women 20 to 45 years old who desire up-to-date fashion and
brand name quality merchandise at affordable prices. Hit or Miss sells
nationally recognized brand name merchandise, purchased directly from
manufacturers at prices below initial wholesale prices, and also sells
private label merchandise, a large percentage of which is imported, in lines
where quality, price and fashion are more important to customers than brand
names. An aggressive markdown policy is pursued to achieve the turnover
necessary to offer up-to-date fashionable merchandise. All purchasing,
stocking, replenishment, initial pricing and markdowns are determined
centrally rather than at the store level.
A majority of Hit or Miss stores are located in suburban strip shopping
centers, with the balance located in downtown areas, town centers and
regional malls. Hit or Miss stores average approximately 4,000 gross square
feet with an average of approximately 3,100 square feet of selling space.
During fiscal 1994, Hit or Miss opened 18 stores and closed 30 stores as
it continued with its real estate repositioning strategy initiated in fiscal
1993. The short average remaining lease life of the Hit or Miss stores
provides the Company the opportunity to close additional stores, if
warranted, in a cost effective manner. In the past five years, Hit or Miss
has opened 161 new stores, and has closed 174 stores. Hit or Miss expects to
open 35 new stores in fiscal 1995, and anticipates closing approximately 15
stores depending upon management's review of lease terms and store
performance.
CHADWICK'S OF BOSTON
The Chadwick's of Boston catalog features first quality, current fashion
and classic merchandise, including career sportswear, casual wear, dresses,
suits and accessories, with a mix of brand name and private label merchandise
priced significantly below department store regular prices. Through
marketing efforts, Chadwick's continues to refine the look of its catalogs.
In the short term, Chadwick's will concentrate on its existing apparel lines,
expanding large and petite sizes, and including menswear. Chadwick's target
customers are 20 to 45 year old women interested in moderate to upper
moderate priced merchandise and include both homemakers and working women.
Chadwick's is continuing to invest in its infrastructure to support its
growth. During fiscal 1993, Chadwick's completed a major addition to its
fulfillment center and installed a state-of-the-art telephone order system
and an upgraded order processing system. Further expansion of its
fulfillment center, started in fiscal 1994, is currently near completion.
WINNERS APPAREL LTD.
Winners Apparel Ltd., acquired by the Company in fiscal 1991, is a
Canadian off-price family apparel retailer offering top brands and designer
names at substantial savings. Winners emphasizes off-price designer and
brand name misses sportswear, dresses and accessories as well as menswear and
clothing for children and infants and toddlers. In addition, during the year
Winners rolled-out giftware departments in all of its stores. In fiscal
1994, Winners opened 12 new stores and now operates a total of 27 stores.
Winners entered new markets in the western provinces with stores in Calgary,
Edmonton and Winnipeg. Winners expects to open 10 new stores in fiscal 1995
and to expand further into new Canadian markets. In support of its store
growth, Winners moved into a new distribution facility during the year.
HOMEGOODS
The Company continues to test its new HomeGoods stores, designed to
expand the Company's off-price presence in the home fashions market. Based
on the continuing success of T.J. Maxx's domestics and giftware categories,
the Company believes an opportunity exists for a chain of large off-price
stores focusing exclusively on home fashions. HomeGoods offers a broad and
deep range of home fashion products, including domestics, cookware, bath
accessories, and giftware in a no-frills, multi-department store format.
Still in the developmental stage, the Company has refined HomeGoods'
merchandise mix and softened the look of its store layout. The stores
currently average approximately 50,000 square feet, but the Company intends
to move to a smaller 35,000 square foot prototype with future openings and
has plans to downsize existing locations. The Company opened 4 HomeGoods
stores in fiscal 1994 and expects to open 3-4 new stores in fiscal 1995.
The first 6 stores were opened in former Ames locations for which the
Company has assumed lease liability, enabling the Company to test this new
concept at relatively low cost.
T.K. MAXX
During fiscal 1995, the Company will open its first T.K. Maxx stores in
the United Kingdom, and begin testing the off-price family apparel concept
overseas. This concept will be similar to T.J. Maxx and Winners, with 2
store openings planned for the spring and possibly 3-4 more in the fall.
EMPLOYEES
At January 29, 1994, the Company had approximately 36,000 employees,
many of whom work less than 40 hours per week. In addition, temporary
employees are hired during the peak back-to-school and holiday seasons. The
Company has several collective bargaining agreements with the International
Ladies Garment Workers Union ("ILGWU"), covering approximately 3,400
employees in its distribution facilities in Stoughton, West Bridgewater and
Worcester, Massachusetts; Evansville, Indiana; Las Vegas, Nevada and
Charlotte, North Carolina. Agreements for the three New England distribution
facilities and the Las Vegas facility expire December 31, 1994, and it is
expected that negotiations for new agreements will commence in October 1994.
The Company considers its labor/management relations and overall employee
relations to be good.
COMPETITION
The retail apparel business is highly competitive. The Company
generally competes for customers with a variety of conventional and other
retail stores, including national, regional and local independent department
and specialty stores, as well as with catalog operations, factory outlet
stores and other off-price stores. Competitive factors important to the
Company's customers include fashion, value, merchandise selection, brand name
recognition and, to a lesser degree, store location. In addition, because
the Company purchases much of its inventory opportunistically, the Company
competes for merchandise with other national and regional off-price apparel
retailers.
Many of the Company's competitors handle identical or similar lines of
merchandise and have comparable locations, and some have greater financial
resources than the Company. The Company has relied and will continue to rely
on a strong focus on consistently executing its mission of delivering
exceptional fashion value to its target customers as a means of
distinguishing itself from its competitors.
CREDIT
The Company's stores operate primarily on a cash-and-carry basis. Each
chain accepts credit sales through programs offered by banks and others.
BUYING AND DISTRIBUTION
Each of the Company's chains is serviced through its own centralized
buying and distribution network. Each T.J. Maxx store is serviced by one of
the chain's four distribution centers in Worcester, Massachusetts,
Evansville, Indiana, Las Vegas, Nevada and Charlotte, North Carolina. T.J.
Maxx's Charlotte distribution center of 600,000 square feet became
operational in September 1993. Shipments are made twice a week by contract
carrier to each store. All Hit or Miss stores are serviced by its warehouse
facility in Stoughton, Massachusetts. Chadwick's of Boston's customers are
serviced from its fulfillment center in West Bridgewater, Massachusetts,
which was expanded in fiscal 1993, with further expansion currently near
completion. Winners Apparel Ltd. stores are serviced from a new distribution
center in Mississaugau, Ontario, which was opened in fiscal 1994.
ITEM 2. Properties
T.J. Maxx, Hit or Miss and Winners lease virtually all of their store
locations. Leases are generally for 10 years with options to extend for one
or more 5 year periods. The Company has the right to terminate certain
leases before the expiration date under certain circumstances and for a
specified payment.
The approximate average size of a T.J. Maxx store is 27,000 square feet,
Hit or Miss stores average approximately 4,000 square feet, Winners stores
are approximately 21,000 square feet on average and HomeGoods stores
currently average approximately 50,000 square feet. The Company owns four
T.J. Maxx distribution facilities - a 500,000 square foot facility in
Worcester, Massachusetts, a 980,000 square foot facility in Evansville,
Indiana, a 400,000 square foot facility in Las Vegas, Nevada, and a 600,000
square foot facility in Charlotte, North Carolina. Hit or Miss leases its
334,000 square foot warehouse and office facility in Stoughton, Massachusetts
under a lease expiring in September 1999, with renewal options extending to
2019. Chadwick's owns a 443,000 square foot fulfillment center and office
facility in West Bridgewater, Massachusetts, with 110,000 square feet of
additional expansion currently near completion. Chadwick's is also leasing a
nearby 126,000 square foot warehouse and office facility. Winners leases
257,000 square feet of warehouse and office space in Mississaugau, Ontario.
HomeGoods leases a 30,000 square foot processing center in Milford,
Massachusetts as well as 50,000 square feet of the Hit or Miss distribution
facility. In anticipation of its T.K. Maxx venture in the United Kingdom,
the Company has leased a 62,000 square foot office and distribution facility
in Yeading, England. The Company's, T.J. Maxx's and HomeGoods' executive and
administrative offices are located in a 517,000 square foot office facility,
which the Company leases in Framingham, Massachusetts.
The table below indicates the approximate gross square footage of stores
and distribution centers, by division, in operation as of January 29, 1994.
(In Thousands)
Stores Distribution Centers
Leased Owned
T.J. Maxx 13,807 - 2,466
Winners 574 230
Hit or Miss 1,964 214 -
HomeGoods 494 80 -
Chadwick's N/A 84 330
Total 16,839 608 2,796
ITEM 3. Legal Proceedings
The Company is a defendant in a class action lawsuit, In Re TJX
Companies, Inc., Consolidated Civil Action No. 10514, in the Court of
Chancery of the State of Delaware. The former The TJX Companies, Inc. ("old
TJX"), formerly an 83%-owned subsidiary of the Company, and the directors of
old TJX are also named as defendants in this lawsuit. The lawsuit alleges
that certain actions of the defendants in respect of the merger in 1989 of
old TJX into The TJX Operating Companies, Inc., a wholly-owned subsidiary
subsequently merged into the Company, constituted self-dealing, deception,
unfair dealing, overreaching and a breach of fiduciary duties owed by the
defendants to the then public stockholders of old TJX. In particular, the
amended complaint alleges that the terms of the merger were unfair and
offered inadequate consideration to the then public stockholders of old TJX.
The suit seeks to recover unspecified monetary damages. The defendants have
filed answers denying any wrongdoing. The Company believes that the
substantive allegations of the case are without merit and that the case will
not have a material effect on the Company's financial position.
ITEM 4. Submission of Matters to a Vote of Security Holders
There was no matter submitted to a vote of the Company's security
holders during the fourth quarter of fiscal 1994.
ITEM 4A. Executive Officers of the Registrant
The following persons are the executive officers of the Company as of
the date hereof:
Office and Employment
Name Age During Last Five Years
Bernard Cammarata 54 President, Chief Executive Officer and
Director since 1989 and Chairman of the T.J.
Maxx Division since 1986. Executive Vice
President of the Company from 1986 to 1989.
President, Chief Executive Officer and
Director of the Company's former TJX
subsidiary from 1987 to 1989; President of
T.J. Maxx, 1976 to 1986.
Donald G. Campbell 42 Senior Vice President - Finance since 1989.
Senior Financial Executive of the Company,
1988 to 1989; Senior Vice President - Finance
and Administration Zayre Stores Division
1987-1988; Vice President and Corporate
Controller of the Company prior to 1987.
Sumner L. Feldberg 69 Chairman of the Board of Directors since
1989. Chairman of the Executive Committee of
the Board of Directors since 1987; Chairman
of the Board of Directors prior to 1987.
Richard Lesser 59 Executive Vice President of the Company since
1991, Senior Vice President of the Company
1989-1991 and President of the T.J. Maxx
Division since 1986. Senior Executive Vice
President - Merchandising and Distribution
1986. Executive Vice President - General
Merchandise Manager 1984 to 1986; Senior Vice
President - General Merchandise Manager 1981
to 1984.
The foregoing were elected to their current Company offices by the Board
of Directors in June 1993. All officers hold office until the next annual
meeting of the Board in June 1994 and until their successors are elected and
qualified.
PART II
ITEM 5. Market for the Registrant's Common
Stock and Related Security Holder Matters
The information required by this Item is incorporated herein by
reference from page 34 of the Annual Report, under the caption "Price Range
of Common Stock," and from inside the back cover of the Annual Report, under
the caption "Shareholder Information."
ITEM 6. Selected Financial Data
The information required by this Item is incorporated herein by
reference from page 27 of the Annual Report, under the caption "Selected
Financial Data."
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The information required by this Item is incorporated herein by
reference from pages 29 through 31 of the Annual Report, under the caption
"Management's Discussion and Analysis of Results of Operations and Financial
Condition."
ITEM 8. Financial Statements and Supplementary Data
The information required by this Item and not filed with this report as
Financial Statement Schedules is incorporated herein by reference from
pages 14 through 27 of the Annual Report, under the captions; "Consolidated
Statements of Income," "Consolidated Balance Sheets," "Consolidated
Statements of Cash Flows," "Consolidated Statements of Shareholders' Equity,"
"Selected Information by Major Business Segment" and "Notes to Consolidated
Financial Statements."
ITEM 9. Disagreements on Accounting and
Financial Disclosure
Not applicable.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The Company will file with the Securities and Exchange Commission a
definitive Proxy Statement no later than 120 days after the close of its
fiscal year ended January 29, 1994 (the "Proxy Statement"). The information
required by this Item and not given in Item 4A, Executive Officers of the
Registrant, is incorporated by reference to the Proxy Statement. However,
information under the captions "Executive Compensation Committee Report" and
"Performance Graph" in the Proxy Statement is not so incorporated.
ITEM 11. Executive Compensation
The information required by this Item is incorporated by reference to
the Proxy Statement.
ITEM 12. Security Ownership of Certain
Beneficial Owners and Management
The information required by this Item is incorporated by reference to
the Proxy Statement.
ITEM 13. Certain Relationships and
Related Transactions
The information required by this Item is incorporated by reference to
the Proxy Statement.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
A. The Financial Statements and Financial Statement Schedules filed as part
of this report are listed and indexed at Page F-1.
Listed below are all Exhibits filed as part of this report. Certain
Exhibits are incorporated by reference to documents previously filed by the
Registrant with the Securities and Exchange Commission pursuant to Rule 12b-
32 under the Securities Exchange Act of 1934, as amended.
(3i) Articles of Incorporation.
(a) Second Restated Certificate of Incorporation filed June 5, 1985 is
incorporated by reference to Exhibit 3(a) to the Form 10-K filed
for the fiscal year ended January 30, 1988.
(b) Certificate of Amendment of Second Restated Certificate of
Incorporation filed June 3, 1986 is incorporated by reference to
Exhibit 3(a) to the Form 10-K for the fiscal year ended January 30,
1988.
(c) Certificate of Amendment of Second Restated Certificate of
Incorporation filed June 2, 1987 is incorporated by reference to
Exhibit 3(a) to the Form 10-K for the fiscal year ended January 30,
1988.
(d) Certificate of Amendment of Second Restated Certificate of
Incorporation filed June 20, 1989 is incorporated by reference to
Exhibit 8 to the Company's Current Report on Form 8-K dated June
21, 1989.
(e) Certificate of Designation, Preferences and Rights of Series B
Junior Participating Preferred Stock of the Company filed May 3,
1988 is incorporated by reference to Exhibit 2 of the Company's
Current Report on Form 8-K dated April 29, 1988.
(f) Certificate of Designations, Preferences and Rights of New Series A
Cumulative Convertible Preferred Stock of the Company is
incorporated by reference to Exhibit 4.6 to the Pre-Effective
Amendment No. 2 to the Company's Registration Statement on Form S-3
(Registration No. 33-50330).
(g) Certificate of Designations, Preferences and Rights of $3.125
Series C Cumulative Convertible Preferred Stock of the Company is
incorporated by reference to Exhibit 19.2 to the Form 10-Q filed
for the quarter ended July 25, 1992.
(3ii) By-laws.
(a) The by-laws of the Company, as amended, are incorporated by
reference to Exhibit 3(f) to the Form 10-K for the fiscal year
ended January 27, 1990.
(4) Instruments defining the rights of security holders,
including indentures.
(a) Common and Preferred Stock: See the Second Restated Certificate of
Incorporation, as amended (Exhibit (3i)(a)-(g) hereto).
(b) A composite copy of the Share Purchase Agreements dated as of April
15, 1992 regarding Series A Cumulative Convertible Preferred Stock
is incorporated by reference to Exhibit 4(c) to the Form 10-K filed
for the fiscal year ended January 25, 1992.
(c) Exchange Agreement dated as of August 6, 1992 between the Company
and the holders of Series A Cumulative Convertible Preferred Stock
is incorporated by reference to Exhibit 19.1 to the Form 10-Q filed
for the quarter ended July 25, 1992.
Each other instrument relates to securities the total amount of
which does not exceed 10% of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to furnish to
the Securities and Exchange Commission copies of each such instrument
not otherwise filed herewith or incorporated herein by reference.
(10) Material Contracts.
(a) The Amended and Restated Employment Agreement dated as of April 26,
1988 with Stanley Feldberg is incorporated herein by reference to
Exhibit 10(a) to the Form 10-K filed for the fiscal year ended
January 30, 1988. The First Amendment to the 1988 Amended and
Restated Employment Agreement of Stanley Feldberg dated June 8,
1993 is filed herewith. *
(b) The Amended and Restated Employment Agreement dated as of June 1,
1989 with Sumner L. Feldberg is incorporated herein by reference to
Exhibit 10(b) to the Form 10-K filed for the fiscal year ended
January 27, 1990. The First Amendment dated as of December 9, 1992
to Sumner L. Feldberg's Amended and Restated Employment Agreement
is incorporated herein by reference to Exhibit 10(b) to the Form
10-K for the fiscal year ended January 30, 1993. *
(c) The Employment Agreement dated as of June 1, 1989 with Arthur F.
Loewy is incorporated herein by reference to Exhibit 10(c) to the
Form 10-K filed for the fiscal year ended January 27, 1990. The
Amendment dated as of January 26, 1991 to Arthur F. Loewy's
Employment Agreement is incorporated herein by reference to Exhibit
10(c) to the Form 10-K filed for the fiscal year ended January 26,
1991. Amendment No. 2 dated as of January 25, 1992 to Arthur F.
Loewy's Employment Agreement is incorporated herein by reference to
Exhibit 10(c) to the Form 10-K filed for the fiscal year ended
January 25, 1992. Amendment No. 3 dated as of January 30, 1993 to
Arthur F. Loewy's Employment Agreement is incorporated herein by
reference to Exhibit 10(c) to the Form 10-K filed for the fiscal
year ended January 30, 1993. Amendment No. 4, dated as of January
29, 1994, to Arthur F. Loewy's Employment Agreement is filed
herewith. *
(d) The Employment Agreement dated as of June 1, 1989 with Bernard
Cammarata is incorporated herein by reference to Exhibit 10(d) to
the Form 10-K filed for the fiscal year ended January 27, 1990.
The Amendment to Employment Agreement with Bernard Cammarata dated
as of February 1, 1992 is incorporated herein by reference to
Exhibit 10(d) to the Form 10-K filed for the fiscal year ended
January 30, 1993. *
(e) The Amended and Restated Employment Agreement dated as of February
1, 1992 with Richard Lesser is incorporated herein by reference to
Exhibit 10(e) to the Form 10-K filed for the fiscal year ended
January 30, 1993. The Amendment to Richard Lesser's Employment
Agreement dated as of January 31, 1994 is filed herewith. *
(f) The Amended and Restated Employment Agreement dated as of February
1, 1992 with Donald G. Campbell is incorporated herein by reference
to Exhibit 10(f) to the Form 10-K filed for the fiscal year ended
January 30, 1993. The Amendment to Donald G. Campbell's
Employment Agreement dated as of January 31, 1994 is filed
herewith. *
(g) The Management Incentive Plan, as amended, is filed herewith. *
(h) The 1982 Long Range Management Incentive Plan, as amended, is filed
herewith. *
(i) The 1986 Stock Incentive Plan, as amended, is filed herewith. *
(j) The TJX Companies, Inc. Long Range Performance Incentive Plan, as
amended, is filed herewith. *
(k) The General Deferred Compensation Plan, as amended, is incorporated
herein by reference to Exhibit 10(n) to the Form 10-K filed for the
fiscal year ended January 27, 1990. *
(l) The Supplemental Executive Retirement Plan, as amended, is
incorporated herein by reference to Exhibit 10(l) to the Form 10-K
filed for the fiscal year ended January 25, 1992. *
(m) The 1993 Stock Option Plan for Non-Employee Directors is
incorporated herein by reference to Exhibit 10.1 to the Form 10-Q
filed for the quarter ended May 1, 1993. *
(n) The Retirement Plan for Directors, as amended, is incorporated
herein by reference to Exhibit 10.2 to the Form 10-Q filed for the
quarter ended May 1, 1993. *
(o) The form of Indemnification Agreement between the Company and each
of its officers and directors is incorporated herein by reference
to Exhibit 10(r) to the Form 10-K filed for the fiscal year ended
January 27, 1990. *
(p) The Trust Agreement dated as of April 8, 1988 between the Company
and State Street Bank and Trust Company is incorporated herein by
reference to Exhibit 10(y) to the Form 10-K filed for the fiscal
year ended January 30, 1988. *
(q) The Trust Agreement dated as of April 8, 1988 between the Company
and Shawmut Bank of Boston, N.A. is incorporated herein by
reference to Exhibit 10(z) to the Form 10-K filed for the fiscal
year ended January 30, 1988. *
(r) The Distribution Agreement dated as of May 1, 1989 between the
Company and Waban Inc. is incorporated herein by reference to
Exhibit 3 to the Company's Current Report on Form 8-K dated June
21, 1989.
(s) The Services Agreement between the Company and Waban Inc. dated as
of May 1, 1989 is incorporated herein by reference to Exhibit 4 to
the Company's Current Report on Form 8-K dated June 21, 1989.
Correspondence related to the Services Agreement is incorporated
herein by reference to Exhibit 10(dd) to the Form 10-K filed for
fiscal year ended January 27, 1990. Correspondence related to the
Services Agreement is incorporated herein by reference to Exhibit
10(z) to the Form 10-K filed for fiscal year ended January 26,
1991. Correspondence related to the Services Agreement is
incorporated herein by reference to Exhibit 10(x) to the Form 10-K
filed for the fiscal year ended January 25, 1992. Correspondence
related to the Services Agreement is incorporated herein by
reference to Exhibit 10(s) to the Form 10-K filed for fiscal year
ended January 30, 1993. Correspondence related to the Services
Agreement is filed herewith.
(t) The Executive Services Agreement between the Company and Waban Inc.
dated as of June 1, 1989, with respect to the services of Sumner L.
Feldberg is incorporated herein by reference to Exhibit 10(ff) to
the Form 10-K filed for the fiscal year ended January 27, 1990.
(u) The Executive Services Agreement between the Company and Waban Inc.
dated as of June 1, 1989, with respect to the services of Arthur F.
Loewy is incorporated herein by reference to Exhibit 10(gg) to the
Form 10-K filed for the fiscal year ended January 27, 1990.
Amendment dated as of January 26, 1991 to Executive Services
Agreement between the Company and Waban Inc. with respect to the
services of Arthur F. Loewy is incorporated herein by reference to
Exhibit 10(cc) to Form 10-K filed for the fiscal year ended January
26, 1991. Amendment No. 2 dated as of January 25, 1992 to
Executive Services Agreement between the Company and Waban Inc.
with respect to the services of Arthur F. Loewy is incorporated
herein by reference to Exhibit 10(aa) to the Form 10-K filed for
the fiscal year ended January 25, 1992. Amendment No. 3 dated as
of January 30, 1993 to Executive Services Agreement between the
Company and Waban Inc. with respect to the services of Arthur F.
Loewy is incorporated herein by reference to Exhibit 10(u) to Form
10-K filed for the fiscal year ended January 30, 1993. Amendment
No. 4 dated as of January 29, 1994 to Executive Services Agreement
between the Company and Waban Inc. with respect to the services of
Arthur F. Loewy is filed herewith.
(v) The Agreement dated as of July 5, 1989 between the Company and
Waban Inc. is incorporated herein by reference to Exhibit 10(hh) to
the Form 10-K filed for the fiscal year ended January 27, 1990.
(11) Statement re computation of per share earnings.
This statement is filed herewith.
(13) Annual Report to security holders.
Portions of the Annual Report to Stockholders for the fiscal year ended
January 29, 1994 are filed herewith.
(21) Subsidiaries.
A list of the Registrant's subsidiaries is filed herewith.
(23) Consents of experts and counsel.
The Consent of Coopers & Lybrand is contained on Page F-2 of the
Financial Statements filed herewith.
(24) Power of Attorney.
The Power of Attorney given by the Directors and certain Executive
Officers of the Company is filed herewith.
* Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE TJX COMPANIES, INC.
Dated: April 22, 1994
/s/ Donald G. Campbell
Donald G. Campbell
Senior Vice President - Finance
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
/s/ BERNARD CAMMARATA /s/ DONALD G. CAMPBELL
Bernard Cammarata, President Donald G. Campbell, Senior
and Principal Executive Officer Vice President - Finance,
and Director Principal Financial and
Accounting Officer
JOHN M. NELSON*
Michael H. Davis, Director John M. Nelson, Director
PHYLLIS B. DAVIS* ROBERT F. SHAPIRO*
Phyllis B. Davis, Director Robert F. Shapiro, Director
STANLEY H. FELDBERG* BURTON S. STERN*
Stanley H. Feldberg, Director Burton S. Stern, Director
SUMNER L. FELDBERG* FLETCHER H. WILEY*
Sumner L. Feldberg, Director Fletcher H. Wiley, Director
ARTHUR F. LOEWY* ABRAHAM ZALEZNIK*
Arthur F. Loewy, Director Abraham Zaleznik, Director
Dated: April 22, 1994
*By /s/ DONALD G. CAMPBELL
Donald G. Campbell
as attorney-in-fact
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
THE TJX COMPANIES, INC.
FORM 10-K
ANNUAL REPORT
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
For the Fiscal Years Ended
January 29, 1994, January 30, 1993
and January 25, 1992
THE TJX COMPANIES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
For Fiscal Years Ended January 29, 1994, January 30, 1993 and
January 25, 1992
Report of Independent Accountants 28*
Consent and Report of Independent Accountants F-2
Selected Quarterly Financial Data (Unaudited) 34*
Consolidated Financial Statements:
Consolidated Statements of Income for the fiscal
years ended January 29, 1994, January 30, 1993 and
January 25, 1992 14*
Consolidated Balance Sheets as of January 29, 1994
and January 30, 1993 15*
Consolidated Statements of Cash Flows for the fiscal
years ended January 29, 1994, January 30, 1993 and
January 25, 1992 16*
Consolidated Statements of Shareholders' Equity for
the fiscal years ended January 29, 1994, January 30,
1993 and January 25, 1992 17*
Notes to Consolidated Financial Statements 19-27*
Schedules:
V Property, Plant and Equipment F-3
VI Accumulated Depreciation and Amortization of
Property, Plant and Equipment F-4
IX Short-Term Borrowings F-5
X Supplementary Income Statement Information F-6
* Refers to page numbers in the Company's Annual Report to
Stockholders for the fiscal year ended January 29, 1994,
certain portions of which pages are incorporated by
reference in Part II, Item 8 of this report as indicated.
F-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statements of The TJX Companies, Inc. on Form S-3
(File No. 33-50259) and on Forms S-8 (File Nos. 2-79089
and 33-12220) of (1) our report dated March 2, 1994 on our
audits of the consolidated financial statements of The TJX
Companies, Inc. as of January 29, 1994 and January 30, 1993
and for the years ended January 29, 1994, January 30, 1993
and January 25, 1992, which report is included in the 1993
Annual Report to Shareholders of The TJX Companies, Inc.
and (2) our report dated March 2, 1994 on our audits of the
financial statement schedules of The TJX Companies, Inc. as
of January 29, 1994 and January 30, 1993, and for the years
ended January 29, 1994, January 30, 1993 and January 25,
1992, which report is included in this Annual Report on Form
10-K.
Boston, Massachusetts
April 19, 1994 Coopers & Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
Our report on the consolidated financial statements of
The TJX Companies, Inc. has been incorporated by reference
in this Form 10-K from page 28 of the 1993 Annual Report to
Shareholders of The TJX Companies, Inc. In connection with
our audits of such financial statements, we have also
audited the related financial statement schedules listed in the
index on page F-1 of this Form 10-K.
In our opinion, the financial statement schedules
referred to above, when considered in relation to the basic
financial statements taken as a whole, present fairly, in all
material respects, the information required to be included
therein.
Boston, Massachusetts
March 2, 1994 Coopers & Lybrand
F-2
THE TJX COMPANIES, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (1)
For the Fiscal Years Ended January 29, 1994, January 30, 1993 and January 25, 1992
($000's)
Column A Column B Column C Column D Column E Column F
Balance at Additions Other Changes Balance at
End
Classification Beginning of Period at Cost* Retirements Add (Deduct) of Period
January 29, 1994:
Land and buildings $ 86,952 $ 23,841 $ - $ - $110,793
Leasehold costs and improvements 222,665 39,307 5,043 - 256,929
Furniture, fixtures and equipment 347,558 62,700 12,152 - 398,106
$657,175 $125,848 $17,195 $ - $765,828
January 30, 1993:
Land and buildings $ 75,480 $ 11,472 $ - $ - $ 86,952
Leasehold costs and improvements 190,346 45,453 13,134 - 222,665
Furniture, fixtures and equipment 317,432 55,025 24,899 - 347,558
$583,258 $111,950 $38,033 $ - $657,175
January 25, 1992:
Land and buildings $ 64,902 $ 10,578 $ - $ - $ 75,480
Leasehold costs and improvements 155,321 38,059 3,034 - 190,346
Furniture, fixtures and equipment 279,449 40,895 2,912 - 317,432
$499,672 $ 89,532 $ 5,946 $ - $583,258
(1) For financial reporting purposes, the Company provides for
depreciation principally by use of the straight-line
method as follows: buildings - 33 years; leasehold costs
and improvements - shorter of the lease term or estimated
useful life; and furniture, fixtures and equipment - 3 to
10 years.
* Capital expenditures are primarily for new stores,
renovation of existing stores and the expansion of distribution
centers. Furniture, fixtures and equipment includes
$4,069 for capital lease additions in fiscal 1993.
F-3
THE TJX COMPANIES, INC.
SCHEDULE VI - ACCUMULATED DEPRECIATION
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
For the Fiscal Years Ended January 29, 1994, January 30, 1993 and January 25, 1992
($000's)
Column A Column B Column C Column D Column E Column F
Balance at Additions Charged to Other Changes Balance
at End
Description Beginning of Period Costs and Expenses Retirements Add (Deduct) of Period
Year ended January 29, 1994:
Land and buildings $ 10,798 $ 2,596 $ - $ - $ 13,394
Leasehold costs and improvements 97,069 22,945 4,281 - 115,733
Furniture, fixtures and equipment 169,683 39,075 11,200 - 197,558
$277,550 $64,616 $15,481 $ - $326,685
Year ended January 30, 1993:
Land and buildings $ 8,626 $ 2,172 $ - $ - $ 10,798
Leasehold costs and improvements 83,177 19,898 6,006 - 97,069
Furniture, fixtures and equipment 154,172 38,011 22,500 - 169,683
$245,975 $60,081 $28,506 $ - $277,550
Year ended January 25, 1992:
Land and buildings $ 6,709 $ 1,917 $ - $ - $ 8,626
Leasehold costs and improvements 67,495 17,856 2,174 - 83,177
Furniture, fixtures and equipment 122,009 34,142 1,979 - 154,172
$196,213 $53,915 $ 4,153 $ - $245,975
F-4
THE TJX COMPANIES, INC.
SCHEDULE IX - SHORT-TERM BORROWINGS (1)
For the Fiscal Years Ended January 29, 1994, January 30, 1993 and January 25, 1992
($000's)
Column A Column B Column C Column D Column E (2) Column F (3)
Maximum Amount Average Amount Weighted
Average
Category of Aggregate Balance at Weighted Average Outstanding During Outstanding During Interest
Rate During
Short-Term Borrowings End of Period Interest Rate the Period the Period the Period
Payable to banks:
Year ended January 29, 1994 - - $ 71,000 $12,942 3.41%
Year ended January 30, 1993 - - $ 53,900 $ 7,109 4.00%
Year ended January 25, 1992 - - $ 16,500 $ 300 6.05%
Direct issue commercial paper:
Year ended January 29, 1994 - - $120,000 $27,469 3.34%
Year ended January 30, 1993 - - $ 70,000 $ 8,973 3.80%
Year ended January 25, 1992 - - $ 10,000 $ 192 6.12%
(1) See Note A in Notes to Financial Statements for description of credit lines.
(2) Daily weighted average.
(3) Actual amount of short-term interest divided by average amount outstanding.
F-5
THE TJX COMPANIES, INC.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
For the Fiscal Years Ended January 29, 1994, January 30, 1993 and January 25, 1992
($000's)
Column A Column B
Item Charged to Costs and Expenses
Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
January 29, 1994 January 30, 1993 January 25, 1992
1. Maintenance and repairs * * *
2. Depreciation and amortization of intangible
assets, preopening costs and similar
deferrals * * *
3. Taxes, other than payroll and income taxes * * *
4. Royalties * * *
5. Advertising costs $120,995 $92,741 $70,095
* Less than 1% of sales
F-6